CRS ELECTRONICS INC. CONSOLIDATED FINANCIAL STATEMENTS

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1 CONSOLIDATED FINANCIAL STATEMENTS Audited, in U.S. Dollars For the Years Ended, and

2 Table of Contents, and Pages Independent Auditor s Report 1 Consolidated Financial Statements Consolidated Statements of Financial Position 3 Consolidated Statements of Loss and Comprehensive Loss 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Changes in Equity

3 Independent Auditor's Report To the Shareholders of CRS Electronics Inc. We have audited the accompanying consolidated financial statements of CRS Electronics Inc., which comprise the statements of financial position as at, and, and the statements of loss and comprehensive loss, changes in equity, and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1

4 Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of CRS Electronics Inc. as at, and, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Emphasis of Matter Without modifying our opinion, we draw attention to Note 1 to the consolidated financial statements which highlights the existence of a material uncertainty relating to conditions that cast significant doubt on CRS Electronics Inc.'s ability to continue as a going concern. Mississauga, Ontario April 27, 2015 Chartered Professional Accountants Licensed Public Accountants 2

5 Consolidated Statements of Financial Position,, ASSETS Current Assets Cash and cash equivalents (Note 3) $ 654,184 $ 3,081,012 Accounts receivable (Note 4) 313, ,054 Government incentives receivable (Note 14) - 57,638 Inventory (Note 5) 690,559 1,110,033 Deposits and prepaid expenses 49,056 99,957 1,707,054 4,569,694 Non-current assets Equipment, furniture and leaseholds (Note 6) 378, ,114 Patents and trademarks (Note 7) 30,484 45,208 Intangible assets (Note 8) 84, ,667 $ 2,200,156 $ 5,408,683 LIABILITIES Current liabilities Bank indebtedness (Note 9) $ - $ 414,269 Trade and other payables 497,608 1,105,203 Note payable (Note 10) 14,713 - Current portion of debt obligations (Note 11) 105, ,103 Current portion of finance lease obligations (Note 12) 17,873 35,946 Derivative warrants and liabilities (Note 15) 386,009 22,827 1,021,823 1,684,348 Non-current liabilities Debt obligations (Note 11) 65, ,573 Finance lease obligations (Note 12) 18,172 33,128 1,105,430 1,904,049 EQUITY Share capital (Note 16) 17,731,433 17,153,996 Other paid-in capital 2,221,724 1,750,076 Deficit (18,858,431) (15,399,438) 1,094,726 3,504,634 $ 2,200,156 $ 5,408,683 Nature of operations and going concern (Note 1) Commitments and contingencies (Note 19) Subsequent events (Note 22) The accompanying notes form an integral part of these consolidated financial statements. APPROVED BY THE BOARD OF DIRECTORS: Signed Travis Jones Director Signed Rob Neill Director 3

6 Consolidated Statements of Loss and Comprehensive Loss For the years ended SALES $ 2,984,116 $ 2,024,300 Cost of sales 3,407,466 3,091,315 GROSS LOSS (423,350) (1,067,015) EXPENSES Engineering, research and development 740, ,428 Selling and marketing 894, ,775 General and administrative 1,686,056 1,983,250 Loss on disposal of equipment, furniture and leaseholds 186,915 58,801 Impairment of patents and trademarks (Note 7) - 24,498 Impairment of intangible assets (Note 8) 47, SR&ED refundable tax credits - (13,454) 3,555,255 3,529,186 LOSS BEFORE FINANCE REVENUE AND COSTS, FOREIGN EXCHANGE (LOSS) GAIN AND INCOME TAXES (3,978,605) (4,596,201) Change in derivative warrants and liabilities (Note 15) 703, ,858 Finance revenue interest earned 14,182 32,956 Finance costs - debt obligations (42,232) (54,765) Finance accretion costs - debt obligations (18,648) (30,395) Foreign exchange (loss) gain (136,742) (140,354) LOSS BEFORE INCOME TAXES (3,458,993) (4,586,901) Income taxes (Note 13) - - NET LOSS AND COMPREHENSIVE LOSS $ (3,458,993) $ (4,586,901) Loss per share - basic and diluted $ (0.04) $ (0.06) Weighted average number of common shares outstanding - basic and diluted 90,757,104 71,440,940 The accompanying notes form an integral part of these consolidated financial statements. 4

7 Consolidated Statements of Cash Flows For the years ended OPERATING ACTIVITIES Net loss for the year $ (3,458,993) $ (4,586,901) Items not affecting cash Stock-based compensation 406, ,738 Change in derivative warrants and liabilities (703,052) (201,858) Depreciation of equipment, furniture and leaseholds 174, ,446 Amortization of patents and trademarks 19,644 26,575 Amortization of intangible assets 98, ,841 Accretion expense 18,648 30,395 Loss on disposal of equipment, furniture and leaseholds 186,915 58,801 Impairment of patents and trademarks - 24,498 Impairment of intangible assets 47, (3,208,755) (4,024,577) Net change in non-cash working capital items relating to operating activities Accounts receivable (92,201) 293,274 Government incentives receivable 57,638 (13,454) Inventory 419,474 (384,908) Deposits and prepaid expenses 50,901 11,768 Trade and other payables (607,595) 97,255 Cash used in operating activities (3,380,538) (4,020,642) INVESTING ACTIVITIES Purchase of equipment, furniture, and leaseholds (157,041) (194,385) Additions to patent and trademark costs (4,920) (11,116) Additions to intangible assets (226) (49,966) Cash used in investing activities (162,187) (255,467) FINANCING ACTIVITIES Repayment of note payable - (32,420) Proceeds from note payable 14,713 - Repayment of line of credit (414,269) - Proceeds from line of credit - 414,269 Repayment of finance lease obligations (52,694) (38,256) Repayment of debt obligations (140,269) (291,956) Net proceeds from issuance of common shares 1,708,416 2,787,573 Cash provided by financing activities 1,115,897 2,839,210 Net decrease in cash and cash equivalents (2,426,828) (1,436,899) Cash and cash equivalents, beginning of year 3,081,012 4,517,911 Cash and cash equivalents, end of year $ 654,184 $ 3,081,012 The following cash flows are included in operating activities: Interest paid $ 42,232 $ 54,765 Non-cash transactions: Acquisition of equipment and intangibles under finance lease $ 19,665 $ - The accompanying notes form an integral part of these consolidated financial statements. 5

8 Consolidated Statements of Changes in Equity Share capital Other Paid-in Capital Deficit Total Balance,, $ 17,153,996 $ 1,750,076 $ (15,399,438) $ 3,504,634 Net loss for the year - - (3,458,993) (3,458,993) Issue of common shares 577, ,437 Issue of warrants - 64,745-64,745 Stock-based compensation - 406, ,903 Balance,, $ 17,731,433 $ 2,221,724 $ (18,858,431) $ 1,094,726 Share capital Other Paid-in Capital Deficit Total Balance,, 2012 $ 14,366,423 $ 1,416,338 $ (10,812,537) $ 4,970,224 Net loss for the year - - (4,586,901) (4,586,901) Issue of common shares 2,787, ,787,573 Stock-based compensation - 333, ,738 Balance,, $ 17,153,996 $ 1,750,076 $ (15,399,438) $ 3,504,634 The accompanying notes form an integral part of these consolidated financial statements. 6

9 For the years ended, and 1. NATURE OF OPERATIONS AND GOING CONCERN CRS Electronics Inc. (the Company or CRS ) was incorporated under the Canada Business Corporations Act on October 25, 1998 and continued pursuant to a Certificate of Amalgamation dated September 1, Its head office is located at 9120 Leslie Street, Suite 102, Richmond Hill, Ontario, Canada L4B 3J9 and its manufacturing warehouse is located at 129 Hagar Street, Unit 5, Welland, Ontario, Canada L3B 5V9. Its principal activities are the development, manufacture and sale, primarily in North America, of child safety systems for school buses; exterior lighting on school buses based on incandescent and light emitting diode technology ( LED ); contract manufacturing of LED light boards; and LED based space lighting products. The Company incorporated a wholly-owned subsidiary, CRS Lighting (USA) Inc., on November 9, CRS Lighting (USA) Inc. was incorporated to facilitate the Company s overall strategy to increase market share in the North American lighting market. On November 28, the Company incorporated a wholly-owned subsidiary Chongqing Yongzhao Trading Company to manage the Chinese supply chain but operations in this company had ceased by the end of. These consolidated financial statements are prepared on the assumption that the Company is a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of operations. Due to the losses incurred by the Company, there may be significant doubt with respect to the Company s ability to continue as a going concern. Management recognizes that the Company must generate additional revenues and improve gross margins in order to reach profitable levels of operation. To that end, the Company has developed higher margin LED fixtures and launched them under their KVIC Lighting brand. In addition, the Company has established strategic partnerships for access to LED lamps to increase sales revenue in its Lumenova brand. A plan to significantly reduce production costs has been established and is being executed. To meet its growth plan, CRS will be dependent on further financing through equity funds raised and/or loan proceeds. These consolidated financial statements do not include adjustments related to the carrying values and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. 7

10 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Statement of compliance These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and its wholly-owned subsidiaries. Control is achieved where the Company has rights to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Revenue recognition The Company measures revenue at the fair value of the consideration received or receivable, reducing revenue for estimated customer returns, rebates and other similar allowances. It recognizes revenue from the sale of goods when it satisfies the following conditions: it has transferred to the buyer the significant risks and rewards of ownership of the goods; it retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; it can measure the amount of revenue reliably; it is probable that the economic benefits associated with the transaction will flow to the Company; and it can measure the costs incurred or to be incurred in respect of the transaction reliably. Specifically, the Company recognizes revenue from sales of child safety systems, LED lighting products that it manufactures, and lighting products that it buys and resells, when it ships the products to the customer and collectability is reasonably assured. Ownership transfers at the point of shipment from the Company s plant. The Company manufactures custom lighting boards based on designs from a specific customer. Customers send parts to the Company to manufacture these boards; the Company does not record the cost of these parts in its accounts. It recognizes revenues when it ships the products to the customer and collectability is reasonably assured. Ownership again transfers at the point of shipment from the Company s plant. Cash and cash equivalents Cash includes cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. Inventory The Company records inventory at the lower of cost and estimated net realizable value. Costs include raw materials, incoming freight, duty, brokerage and non-recoverable taxes, and are assigned to inventories on a first-in first-out basis. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Intangible assets Purchased software is stated at cost less accumulated amortization and impairment losses and is amortized on a declining balance basis of 30% per annum. The amortization method and estimated useful life are reviewed at least annually. 8

11 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Equipment, furniture and leaseholds The Company records equipment, furniture and leaseholds at cost (including directly applicable taxes, freight-in and installation costs) less accumulated depreciation and accumulated impairment losses. Assets held under finance leases are included in this category and are depreciated on a straight-line basis over their estimated useful lives. The Company recognizes depreciation to write off the cost of assets less their residual values over their estimated useful lives, using the following methods and rates: Office furniture and equipment Tools, moulds and dies Computer equipment Production equipment Leasehold improvements Assets under finance lease 20% declining balance 3 years straight-line 30% declining balance 20% declining balance 5 years straight-line 30% declining balance The Company reviews the estimated useful lives, residual values and depreciation method at each year end, accounting for the effect of any changes in estimate on a prospective basis. Finance lease obligations Leases which effectively transfer substantially all of the risks and rewards of ownership to the Company are classified as finance leases and are accounted for as an acquisition of an asset and an assumption of an obligation at the inception of the lease, measured at the present value of the minimum lease payments to a maximum of the asset s fair value. The asset is depreciated in accordance with the Company s depreciation policies. Patents and trademarks Patents and trademarks are stated at cost, which primarily consist of legal costs in relation to their applications. Patents and trademarks are amortized using the straight-line method over the estimated useful life of five years. The amortization method and estimated useful life are reviewed at least annually. Derivatives The Company evaluates all financial instruments for freestanding and embedded derivatives. Warrants issued in conjunction with common shares in an equity financing, with an exercise price denominated in a foreign currency are accounted for as a derivative liability in accordance with IAS 32 and IAS 39. The Company uses the Black-Scholes pricing model to estimate the fair value of these warrants at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are included in the statement of loss and comprehensive loss. Inputs into the Black-Scholes pricing model require estimates, includes such items as estimated volatility of the Company s stock and the estimated life of the financial instruments being fair valued. Broker warrants Warrants issued in a public or private placement to brokers are accounted for under IFRS 2 and are classified as equity. The Company uses the Black-Scholes pricing model to estimate the fair value of these warrants at the time of issuance. Inputs into the Black-Scholes pricing model require estimates, including such items as estimated volatility of the Company s stock and the estimated life of the financial instruments being fair valued. 9

12 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Research and development costs Research and development costs include materials, direct salaries and benefits, administration, contracting, consulting and professional fees. The Company recognizes expenditure on research activities as an expense in the year incurred. The Company recognizes an internally-generated intangible asset arising from development (or from the development phase of an internal project) if, and only if, it has demonstrated all of the following: the technical feasibility of completing the intangible asset so that it will be available for use or sale; the intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible asset will generate probable future economic benefits; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount the Company initially recognizes for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets these recognition criteria. Subsequent to initial recognition, the Company reports these assets at cost less accumulated amortization and accumulated impairment losses. The assets recognized to date are being amortized on a straight-line basis over a five year period. The amortization method and estimated useful life are reviewed at least annually. Impairment of long-lived assets At the end of each reporting period, the Company reviews the carrying amounts of its internally-generated intangible assets arising from development, patents and trademarks, equipment, furniture and leaseholds and assets under finance leases, to determine whether any indication exists that any of those assets have suffered an impairment loss. If any such indication exists, the Company estimates the asset s recoverable amount to determine the extent of the impairment loss (if any). Where it is not possible to estimate an individual asset s recoverable amount, the Company estimates the recoverable amount of the cash-generating unit ( CGU ) to which the asset belongs. Where it can identify a reasonable and consistent basis of allocation, it also allocates corporate assets to individual cash-generating units, or otherwise allocates them to the smallest group of cash-generating units for which it can identify a reasonable and consistent allocation basis. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the Company discounts estimated future cash flows to their present value using a pre-tax discount rate. This rate reflects current market assessments of the time value of money and also reflects the risks specific to the asset (unless these risks are reflected in the estimates of future cash flows). If the Company estimates an asset or cash-generating unit s recoverable amount to be less than its carrying value, it recognizes an impairment loss immediately in profit or loss. Where an impairment loss subsequently reverses, the Company increases the asset or unit s carrying amount to the revised estimate of its recoverable amount, without exceeding the carrying amount that would have existed if no impairment loss had been recognized in prior years. It recognizes a reversal of an impairment loss immediately in profit or loss. 10

13 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of long-lived assets (continued) At,, management evaluated whether there are any adverse qualitative factors in respect to long-lived assets indicating that they might be impaired. Potential indicators include significant negative cash flow from operations, negative gross margins relating to fixed labor and overheads and a decrease in retail sales of LED lighting products. However, management noted that the current year results showed improvements compared to previous years and will further improve as the Company transitions into the commercial LED market segment with outsourced finished goods inventory. Accordingly, the Company believes that potential impairment indicators do not exist and do not reflect any impairment of the long-lived assets. Foreign currency translation The US dollar is the functional currency of the Company and is also the currency in which it presents these consolidated financial statements. The Company recognizes transactions in currencies other than the US dollar (foreign currencies) at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, it retranslates monetary items denominated in foreign currencies at the rates prevailing at that date. It does not retranslate non-monetary items measured in terms of historical cost in a foreign currency. It recognizes exchange differences on monetary items in profit or loss in the year in which they arise. Loss per share The Company calculates basic loss per share by dividing the loss for the year by the weighted average number of common shares outstanding during the year. It calculates diluted loss per share in a similar manner, except that it increases the weighted average number of common shares outstanding, using the treasury stock method, to include common shares potentially issuable from the assumed exercise of stock options and other instruments, if dilutive. In the Company s case, these potential issuances are antidilutive as they would decrease the loss per share; consequently, the amounts calculated for basic and diluted loss per share are the same. Stock-based compensation The Company measures equity-settled share-based payments to employees and others who provide similar services, issued under the stock option plan described in Note 16, at the fair value of the equity instruments at the grant date. For options granted to consultants, the same method of valuation is used unless the value of services provided is more readily determinable. It calculates the fair value using the Black-Scholes option valuation model and expenses this amount on a straight-line basis over the vesting period, based on the Company s estimate of equity instruments that will eventually vest, crediting the amounts to other paid-in capital. It revises its estimate of the number of equity instruments expected to vest at the end of each reporting period, recognizing the impact of revising the original estimates, if any, in net loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to other paid-in capital. When options are exercised, the Company credits the proceeds, together with the amount originally credited to other paid-in capital, to share capital. 11

14 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income taxes Income tax expense consists of current and deferred tax expense. Current and deferred taxes are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income. Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years. Deferred tax is recognized on any temporary difference between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in profit or loss and comprehensive income or in equity depending on the item to which the adjustment relates. Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses to the extent future recovery is probable. At the end of each reporting period, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered. Government assistance The Company makes periodic applications for financial assistance under available government incentive programs including grants, low interest loans and tax credits, related to purchasing equipment and to other expenditures. The Company recognizes government assistance on an accrual basis when it has completed all requirements to earn the assistance and receipt is reasonably assured. It reflects government grants relating to capital expenditures as a reduction of the cost of such assets, and reflects government grants relating to operating expenses as a reduction of the expense. Non-interest bearing loans are discounted at market lending rates and accretion expense is recorded as a financing cost in the period incurred. Provisions The Company recognizes a provision when it has a present obligation (legal or constructive) as a result of a past event, it is probable it will be required to settle the obligation, and it can make a reliable estimate of its amount. The amount it recognizes as a provision is its best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the surrounding risks and uncertainties. Where it measures a provision using the cash flows estimated to settle the present obligation, the carrying amount is the present value of those cash flows, calculated using a pre-tax discount rate reflecting the risks specific to the liability. The Company adjusts the liability at the end of each reporting period for the unwinding of the discount rate and for changes to the discount rate or to the amount or timing of the estimated cash flows underlying the obligation. Financial instruments The Company recognizes a financial asset or financial liability when it becomes a party to the instrument s contractual provisions. It initially measures financial assets and financial liabilities at their fair value, adding or deducting directly attributable transaction costs (except for transaction costs directly attributable to acquiring financial assets or financial liabilities at fair value through profit or loss, which it recognizes immediately in profit or loss). 12

15 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Financial instruments (continued) The Company s financial instruments and their classifications, described further below, are as follows: Financial assets: Cash and cash equivalents Accounts receivable Government incentives receivable Financial liabilities: Bank indebtedness, trade and other payables, note payable, debt and finance lease obligations Derivative liabilities Classification: Loans and receivables Loans and receivables Loans and receivables Classification: Other financial liabilities Fair value through profit or loss Financial assets The Company recognizes and derecognizes all financial assets on the trade date. It derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of its ownership to another entity. It classifies financial assets into the following specified categories: financial assets at fair value through profit or loss (FVTPL), held-to-maturity investments, available-for-sale financial assets and loans and receivables. It determines the classification at the time of initial recognition, depending on the nature and purpose of the financial assets. The Company does not currently have any financial assets in the FVTPL, held-to-maturity or available-for-sale categories. The Company measures loans and receivables at amortized cost using the effective interest method, less any impairment, except for short-term receivables for which recognizing interest would be immaterial. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all transaction costs and other premiums or discounts) through the instrument s expected life (or, where appropriate, a shorter period) to the net carrying amount on initial recognition. The Company assesses its loans and receivables for indicators of impairment at the end of each reporting period. For financial assets carried at amortized cost, the amount of any impairment loss is the difference between the asset s carrying amount and the present value of estimated future cash flows, discounted at the financial asset s original effective interest rate. Trade receivables are discounted by an allowance for doubtful accounts which reflects the net realizable value. Financial liabilities The Company classifies financial liabilities as either financial liabilities at FVTPL or other financial liabilities. Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. Financial liabilities classified as FVTPL include financial liabilities held-for-trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as held-for-trading unless they are designated as effective hedging instruments. Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. Fair value changes on financial liabilities classified as FVTPL are recognized in profit or loss. 13

16 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Financial instruments (continued) At the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value, with changes in fair value recognized directly in profit or loss. The net gain or loss recognized in net loss excludes any interest paid on the financial liabilities. The Company classifies its financial instruments according to a three level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly; and Level 3 Inputs for assets or liabilities that are not based on observable market data. As described in Note 15, the Company has two derivative liabilities: forward contracts and warrants outstanding. The forward contracts and derivative liabilities are classified as level 2 financial instruments. Derecognition of financial assets and liabilities Financial assets are derecognized when the rights to receive cash flows from the assets expire or the financial assets are transferred and the Company has transferred substantially all the risks and rewards of ownership of the financial assets. On derecognition of a financial asset, the difference between the asset s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. Financial liabilities are derecognized when the obligation specified in the relevant contract is discharged, cancelled or expires. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. Critical accounting judgments and estimates Preparing financial statements in conformity with IFRS requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Items affected by significant estimates include, but are not limited to: Useful lives and residual values of tangible and intangible assets Management estimates the useful lives and residual values of tangible and intangible assets to calculate depreciation expense using the straight-line or declining balance method. Impairment of long term non-financial assets The calculation of the recoverable amount of cash-generating units require the use of methods such as the discounted cash flow method which uses assumptions to estimate future cash flows. Allowance for obsolete inventory The determination of net realizable value requires that the management estimates the future selling prices and cost of selling based on information at each reporting period. 14

17 For the years ended, and 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Critical accounting judgments and estimates (continued) Allowance for doubtful accounts receivable Allowance for impairment of doubtful debts is assessed and provided based on the Company s regular review of ageing analysis and evaluation of collectability. A considerable level of judgment is exercised by management when assessing the credit worthiness and past collection history of each individual customer. Valuation of derivative warrants and liabilities The fair value valuation of derivative warrants and liabilities require that the management estimates the inputs used in the Black-Scholes pricing model such as estimated volatility and life of the financial instruments based on information at each reporting period. Accounting standards issued but not yet effective The following new standards which have not been early-adopted in these consolidated financial statement, may have an effect on the Company s future results and financial position: IFRS 9, Financial Instruments ( IFRS 9 ): IFRS 9 was initially issued by the IASB in November 2009 and re-issued in its completed version in July. It replaces IAS 39, Financial Instruments: Recognition and Measurement, and establishes principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity s future cash flows. This new standard is effective for the Company s financial statements commencing January 1, The Company intends to adopt the standard on its effective date and is assessing the impact on its consolidated financial statements. IFRS 15, Revenue from Contracts with Customers ( IFRS 15 ): In May, the IASB issued IFRS 15, Revenue from Contracts with Customers, which replaces IAS 18 Revenue and IAS 11 Construction Contracts, and the related Interpretations on revenue recognition. IFRS 15 sets out the requirements for recognizing revenue that apply to all contracts with customers (except for contracts that are within the scope of the Standards on leases, insurance contracts and financial instruments). It establishes a single, comprehensive framework for revenue recognition. This new standard is effective for the Company s financial statements commencing January 1, The Company intends to adopt the standard on its effective date and is assessing the impact on its consolidated financial statements. 15

18 For the years ended, and 3. CASH AND CASH EQUIVALENTS Cash $ 215,407 $ 1,858,752 Ninety days term deposit 1.35% per annum 438,777 - Ninety days term deposit 1.4% per annum - 1,222,260 $ 654,184 $ 3,081,012 As at,, the Company held one ninety day term deposit earning interest of 1.35% per annum maturing on January 21, 2015 (see note 9). As at,, the Company held two ninety day term deposits which matured on January 20, and March 3, respectively, earning interest of 1.4% per annum. All term deposits are redeemable at any time before maturity. 4. ACCOUNTS RECEIVABLE Trade accounts receivable $ 313,608 $ 194,756 Other receivables 6,031 32,683 Allowance for doubtful accounts (6,385) (6,385) $ 313,255 $ 221,054 The three largest accounts receivable balances make up 48%, 7% and 5% of the trade accounts receivable on,, respectively (66%, 6% and 4% on, ). The movement in the allowance for doubtful accounts is as follows: Opening balance $ 6,385 $ 8,794 Write-off of accounts previously allowed for - (2,409) Closing balance $ 6,385 $ 6, INVENTORY Finished goods $ 444,994 $ 712,060 Raw materials 183, ,120 Inventory in transit 61,609 84,853 $ 690,559 $ 1,110,033 During the year ended,, the Company recorded inventory write-downs of $298,395 ($265,802 for ) and made no reversals of previous inventory write-downs. The amount of inventory included in cost of sales is $2,543,251 for the year ended, ( - $1,329,392). 16

19 For the years ended, and 6. EQUIPMENT, FURNITURE AND LEASEHOLDS Cost and accumulated depreciation and movements during the year, are as follows: At, : Office Furniture and Equipment Tools, moulds and dies Computer equipment Production Equipment Leasehold improvements Assets under finance lease Total Cost At January 1, $88,005 $145,862 $121,293 $703,520 $134,647 $87,741 $1,281,068 Additions - 157, , ,706 Disposals - (247,774) (28,676) (276,450) 88,005 55, , , ,647 78,730 1,181,324 Accumulated depreciation At January 1, 53,921 24,967 57, ,102 94,539 44, ,954 Depreciation for the year 6,772 59,393 19,120 52,675 25,011 11, ,904 Eliminated on disposals - (72,447) (17,088) (89,535) 60,693 11,913 76, , ,550 38, ,323 Net carrying amount at, $27,312 $43,216 $44,830 $207,743 $15,097 $39,803 $378,001 At, : Office Furniture and Equipment Tools, moulds and dies Computer equipment Production Equipment Leasehold improvements Assets under finance lease Total Cost At January 1, $ 100,912 $ 89,440 $ 73,426 $ 712,556 $ 175,173 $ 87,741 $ 1,239,248 Additions - 104,163 55,461 34, ,385 Disposals (12,907) (47,741) (7,594) (43,797) (40,526) - (152,565) 88, , , , ,647 87,741 1,281,068 Accumulated depreciation At January 1, 53,712 9,720 42, , ,232 25, ,272 Depreciation for the year 9,627 30,757 20,848 75,333 26,833 19, ,446 Eliminated on disposals (9,418) (15,510) (5,765) (22,545) (40,526) - (93,764) 53,921 24,967 57, ,102 94,539 44, ,954 Net carrying amount at, $ 34,084 $ 120,895 $ 63,950 $ 260,418 $ 40,108 $ 43,659 $ 563,114 For the period ended,, $121,704 of depreciation was included in cost of sales, $15,949 was included in research and development, and $37,251 within general and administrative (: $112,706, $20,677 and $49,063 respectively).the Company wrote off assets with net book value of $186,915 during the year ended, ( - $58,801). The Company recognized a loss of $186,915 on these write off for the year ended, ( - $58,801). 17

20 For the years ended, and 7. PATENTS AND TRADEMARKS Patents and trademarks at, and consist of the following: Cost Cost At January 1, $ 94,067 At January 1, $ 134,816 Additions 4,920 Additions 11,116 Impairments - Impairments (51,865) 98,987 94,067 Accumulated Amortization Accumulated Amortization At January 1, 48,859 At January 1, 49,651 Amortization for the year 19,644 Amortization for the year 26,575 Decrease due to impairment - Decrease due to impairment (27,367) 68,503 48,859 Net carrying amount at, $ 30,484 Net carrying amount at, $ 45,208 The amortization expense was charged to general and administration expense for and. Management has reviewed the carrying amount of each patent and identified patents that it will not be using in future products of the Company. As a result, net costs of $Nil ( - $24,498) have been recognized as a loss during the year. 18

21 For the years ended, and 8. INTANGIBLE ASSETS Cost Deferred Development Costs Computer Software At January 1, $ 331,102 $ 229,779 $ 560,881 Additions Disposals Accumulated Amortization Total 331, , ,107 At January 1, 217, , ,214 Amortization for the year 66,222 32, Impairment losses 47,381-47, , , ,490 Net carrying amount at, - $ $ 84,617 Cost At January 1, $ 331,102 $ 197,261 $ 528,363 Additions - 49,966 49,966 Disposals - (17,448) (17,448) Accumulated Amortization 331, , ,881 At January 1, 151,279 88, ,933 Amortization for the year 66,220 40, ,841 Eliminated on disposals - (16,560) (16,560) 217, , ,214 Net carrying amount at, $ 113,603 $ 117,064 $ 230,667 For the period ended, $30,480 of amortization was included in general and administrative, $2,193 was included in research and development and $66,222 within cost of sales (: $37,416, $3,205 and $66,220 respectively). Management has reviewed the carrying amount of the intangible assets and identified items that it will not be using in future products of the Company. The related net costs of $47,381 have been recognized as an impairment loss during the year ( - $888). 19

22 For the years ended, and 9. BANK INDEBTEDNESS Bank indebtedness consists of the following: TD Canada Trust revolving demand line of credit. $ - $ 414,269 $ - $ 414,269 The Company has a revolving demand credit facility in the amount of up to CAD $900,000 which is available in CAD and USD. The operating line may be cancelled at any time. The line of credit is renewable annually and is secured by a general security agreement representing a charge on all the Company s personal property and an assignment of term deposits in the Company s name in the amount of the maximum credit made available. At,, the assigned term deposit and the credit facility available was CAD $500,000 (USD $438,777). Interest is charged monthly at a rate of prime plus 0.50% which was 3.5% at, ( 0.5% plus prime rate of 3.5%) NOTE PAYABLE Note payable consists of the following: Extended payments on insurance bearing interest at 4.73% per annum with 10 monthly payments of CAD $3,454.27, commencing July 16, and maturing May16, $ 14,713 $ - $ 14,713 $ DEBT OBLIGATIONS Debt obligations consist of the following: Advances received under the Southern Ontario Development Plan (SODP) as described in detail below $ 171,055 $ 292,676 Less: principal due within one year (105,620) (106,103) $ 65,435 $ 186,573 Contribution Agreement ( CA ) with the Southern Ontario Development Program ( SODP ) In June 2011, the Company signed a revised Contribution Agreement with the SODP, a program administered by the Government of Canada for a maximum contribution amount of CAD $667,036. The contribution amount is based on 50% of eligible capital costs and 75% of eligible non-capital costs for projects to develop indoor and outdoor lighting and to increase the production capacity of the Company s facility in Welland, Ontario. The interest-free contribution amount is repayable over five years. No payments were required until August 1, The contribution amount is repayable in 60 monthly payments equal to $11,118 from August 1, 2011 to July 1, No assets of the Company currently owned or to be acquired under the CA will be pledged as security. As at, 2011, the maximum contribution amount of $667,036 had been received under the CA. The Company has discounted the SODP loan using an annual interest rate of 7.5% over the term of the loan. 20

23 For the years ended, and 11. DEBT OBLIGATIONS (Continued) The debt obligation payments, due in each of the next two years, are presented in US Dollars as follows: 2015 $ 115, , Less: Future finance charge (11,004) Discounted principal amount $ 171, FINANCE LEASE OBLIGATIONS The Company has various finance lease obligations for office furniture, equipment and motor vehicles with interest rates varying from 2.9% to 12.6% per annum and expiring between February 2015 and August The minimum lease payments are as follows: Not later than one year $ 20,368 $ 39,112 Later than one year and not later than five years: 21,582 45,755 41,950 84,768 Less: future finance charges (5,905) (15,793) 36,045 69,074 Less: current portion (17,873) (35,946) $ 18,172 $33,128 The present values of minimum lease payments are as follows: Not later than one year $ 17,873 $ 35,946 Later than one year and not later than five years: 18,172 33,128 36,045 69,074 21

24 For the years ended, and 13. DEFERRED TAXES The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% to the effective tax rates is as follows: Net loss before recovery of income taxes $ (3,458,993) $ (4,586,901) 26.5% 26.5% Expected income tax recovery $ (916,630) $ (1,202,280) Difference in foreign tax rates (161,660) (102,320) Tax rate changes and other adjustments (60,440) 20,920 Non-deductible expenses 188, ,760 Tax effect of change in fair value of warrants (186,310) - Change in tax benefits not recognized 1,136,720 1,180,920 $ - $ - Unrecognized deferred tax assets Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: Non-capital losses carried forward - Canadian $ 13,919,000 $ 12,592,500 Non-capital losses carried forward US 3,093,420 1,199,370 Equipment, furniture and leaseholds 1,590,270 1,236,260 Share issuance costs 378, ,180 Deferred development costs 448, ,540 Patents and trademarks 149, ,770 Other deductible temporary differences 569, ,910 Investment tax credit 255,730 - Reserve 313,400-20,717,640 16,364,530 The US non-capital loss carry forwards expire in Share issue and financings costs will be fully amortized in The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom. 22

25 For the years ended, and 13. DEFERRED TAXES (Continued) The Company s Canadian non-capital income tax losses expire as follows: 2025 $ 265, , , , , , ,302, ,690, ,051, ,244,200 $ 13,919, GOVERNMENT INCENTIVES RECEIVABLE The Scientific Research and Experimental Development Tax Credits ( SR&ED ), offered by the Government of Canada and the Ontario Innovation Tax Credit ( OITC ) and Ontario Research and Development Tax Credit ( ORDTC ) offered by the Ontario Provincial Government are awarded for expenditures on research and development. The tax credits relating to deferred development costs are recorded in the consolidated statements of financial position as a reduction of deferred development costs. The tax credits relating to research are recorded as a reduction of expenses on the consolidated statements of loss and comprehensive loss. The Company provides a valuation allowance for the SR&ED and ORDTC tax credits receivable until it is reasonably certain it will realize the benefit of these tax credits. Government incentives receivable consist of the following: OITC and ORDTC $ - $ 95,621 SR&ED - 211,290 Valuation allowance SR&ED - (211,290) Valuation allowance ORDTC - (37,983) $ - $ 57,638 The SR&ED, OITC and ORDTC tax credits are based on the Company having incurred expenses which in management s opinion qualify as research and development costs under the Income Tax Act of Canada. These expenses are subject to review and approval by the Canada Revenue Agency and accordingly, the actual credits received may differ from the recorded amounts. Any such adjustments will be made in the year in which the refunds are received or applied against future income taxes due. 23

26 For the years ended, and 15. DERIVATIVE LIABILITIES The Company has the following financial instruments classified at the following levels as at, and : : Level 1 Level 2 Level 3 Derivative liabilities - warrants ,009 : Level 1 Level 2 Level 3 Derivative liabilities forward contracts - 1,110 - Derivative liabilities - warrants ,717 Warrants warrants On August 11,, the Company issued 11,200,000 common shares units as part of a private placement of units (see Note 16). The units are comprised of one common share of the Company and one common share purchase warrant. These warrants are considered to be derivative liabilities due to the warrants being exercisable in a currency (Canadian dollars) other than the functional currency of the Company (U.S. dollars). The derivative is measured at fair value with changes in fair value included in net and comprehensive loss. Each warrant entitles the holder thereof to purchase one common share of the Company at a price of CAD $0.18 until August 11, If the closing price of the common shares of the Company on the TSX Venture Exchange is CAD $0.30 or above for 20 consecutive trading days, the Company has the right to accelerate the expiry date of the warrants upon notice to the holders. The value of the warrants at the date of issuance, net of an allocation of the closing costs, was determined to be CAD $1,165,920 (USD $1,089,060) using the Black-Scholes option pricing model based on the following assumptions: expected dividend yield of 0%, expected volatility of %, risk-free interest rate of 1.077% and an expected life of 2 years warrants On April 28, 2011, the Company issued 9,379,156 common share units as part of a private placement of units. The units were comprised of one common share and one half-warrant. These warrants (Series D) are considered to be derivative liabilities due to the warrants being exercisable in a currency (Canadian dollars) other than the functional currency of the Company (U.S. dollars). The derivative is measured at fair value with changes in fair value included in net and comprehensive loss. Each whole warrant entitles the holder to acquire one common share upon payment of CAD $0.65 per common share on (a) the earlier of the accelerated expiry date specified by the Company (that is not less than 10 days after written notice is deemed to have been received by the Warrant holders for the Common Shares) where the Volume Weighted Average price of the Common Shares on the Exchange for a period of 20 consecutive trading days has been greater than $1.00 or (b) the expiry date of April 28,. As at, 9,379,156 half-warrants, entitling the warrant holders to purchase 4,689,578 common shares, had expired unexercised (, : 9,379,156 half-warrants to purchase 4,689,578 common shares were outstanding). The value of the warrants at the date of issuance, net of an allocation of the closing costs, was determined to be CAD $1,854,136 (USD $1,949,624) using the Black-Scholes option pricing model based on the following assumptions: expected dividend yield of 0%, expected volatility of 109%, risk-free interest rate of 1.57% and an expected life of 2.8 years. 24